Hello,

the share holding of the person who expired have to be given to the heirs and thereafter you may ho for extension of the business and funding.

get in touch with a CA for the same.

Regards

When a shareholder dies the right to his interest in the shares will pass to whoever inherits them under his will or intestacy. The deceased shareholder's rights will be administered by his or her executors (if there is a will) or administrators of the estate if the shareholder has died intestate. (Executors and administrators are collectively known as 'personal representatives'.) The company has to accept evidence of probate of the will or letters of administration to establish the rights of the personal representatives in respect of the shares.

The worst possible case is for the situation to be unresolved when a shareholder dies, and especially where there are conflicting provisions in the deceased shareholder's will and the company's articles.

The shareholders cannot be removed unless they are paid an amount equivalent to their share and they are ready to quit. Therefore act accordingly.

Regards 

Dear Client

You cannot remove or replace a shareholder as a right in any Company whether public or private limited. The only way out would be to buy his shares. Once he sells shares he automatically ceases to be a shareholder and the person who buys his shares automatically becomes the new shareholder. it can be done through transfers of shares under section 56 of Companies Act, 2013.

so the only way to remove those legal heir is to purchase the shares from them.

On demise of shareholders their shares would devolve on their legal heirs 

2) legal heirs have to apply for and obtain succession certificate from district court 

3) you can get valuation of shares done by the auditor and purchase the shares from the legal heirs 

 4) generally in such cases auditor is appointed to suggest fair valuation of the shares

5) the turnover of the company less expenses incurred , . gross profits of the company are taken into account for determining valuation of shares

6) SC has held where the shares in a public limited company are not quoted on the stock exchange or the shares are in private limited company the proper method of valuation to be adopted would be the profit earning method. This method may be applied by taking the dividends as reflecting the profit earning capacity of the company on a reasonable commercial basis but if it is found that the dividends do not correctly do not correctly reflect the profit earning capacity because only a samll proportion of the profits is distributed by way of dividends and large amount of profits is systematically accumulated in the form of reserves, the dividend menthod of valution may be rejected and the valuation may be made by reference to the profits. The profit- earing method takes into account the profits which company has been making and the valuation, according to this method, is based on the average maintainable profits."

7) Asset value represents a judgment as to the fair market value of the assets based on the price that would be agreed on by a willing seller and a willing buyer under no cnmpulsion to sell or buy. Net asset value is the share which the stock represents in the value of the net assets of the corporation. Such assets include every kind of property and value. Thus, all assets, tangible or intangible, including goodwill and book value, should be taken into consideration. The courts will also consider the nature of the business and various other special factors."

You can refuse to appoint them into board of directors by creating various disputes. 

The legal heirs have no share in the property until and unless the shares in the name of the share holder first gets transposed in their name.

So the company can transpose the names of all the legal heirs of the shares left by the deceased share holder.

Whether the company does this or not , there is no problem in normal functioning of the company including its expansion.

In the event of expansion of the business of the compnay the share of the deceased holder remains unchanged for its transmission to his legal heirs.

You can't remove the two fighting legal heirs.You have to purchase the shares of deceased person from their legal heirs . After that event you have to think about  further investments in the company .

You will have to buy out the shares of the legal heirs of the deceased shareholders in order to remove them, but it cannot be done without their consent.

FYI, you can put more capital in the company without even removing them and can earn interest on capital on the money invested.

By passing resolution by majority share holders.

Hi

Since you mentioned share holders are fighting for legal heir status and their actions are prohibiting the other share holders from progressing forward and you also intend to remove the share holders, the best way is to approach National Company Law Tribunal  u/s 241 of companies Act.